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Partnership Share Agreement
"I need a Partnership Share Agreement for a technology startup with three founding partners, where one partner is contributing intellectual property instead of capital, and we need special provisions for future investor participation and vesting schedules starting March 2025."
1. Parties: Identification of all partners and their contact details
2. Background: Context of the partnership formation and purpose
3. Definitions: Key terms used throughout the agreement
4. Partnership Interests: Details of each partner's ownership percentage and capital contributions
5. Management and Voting Rights: Structure for partnership decision-making and voting powers
6. Profit and Loss Allocation: Method for distributing profits and losses among partners
7. Capital Accounts: Maintenance and handling of partner capital accounts
8. Transfer Restrictions: Limitations on transferring partnership interests
9. Partner Admission and Withdrawal: Process for adding new partners and handling partner exits
10. Books and Records: Requirements for maintaining partnership financial records
11. Representations and Warranties: Partners' assertions about their capacity and authority
12. Confidentiality: Protection of partnership's confidential information
13. Term and Termination: Duration of the agreement and conditions for termination
14. General Provisions: Standard legal clauses including notices, amendments, governing law
1. Tag-Along Rights: Used when partners want the right to join in sale of shares by other partners
2. Drag-Along Rights: Used when majority partners want the right to force minority partners to join in a sale
3. Pre-emptive Rights: Used when existing partners should have first right to purchase new partnership interests
4. Non-Competition: Used when partners should be restricted from competing with the partnership
5. Intellectual Property Rights: Used when the partnership owns or develops significant IP
6. International Operations: Used when partnership operates across multiple jurisdictions
7. Partnership Committee: Used for larger partnerships requiring a formal management committee
8. Special Purpose Vehicles: Used when partnership includes subsidiary entities
1. Schedule A - Partner Information: Detailed list of partners with their respective contributions and ownership percentages
2. Schedule B - Initial Capital Contributions: Itemized list of each partner's initial capital contributions, including valuations of non-cash contributions
3. Schedule C - Profit Sharing Ratios: Detailed breakdown of how profits and losses are allocated
4. Schedule D - Valuation Methodology: Agreed method for valuing partnership interests for various purposes
5. Schedule E - Management Structure: Detailed organizational structure and management procedures
6. Appendix 1 - Partnership Certificate: Form of certificate representing partnership interests
7. Appendix 2 - Transfer Notice: Standard form for notifying partners of intended transfers
8. Appendix 3 - Adherence Agreement: Form for new partners to join the agreement
Authors
Business Day
Capital Account
Capital Contribution
Company
Confidential Information
Default Event
Effective Date
Encumbrance
Fair Market Value
Financial Year
Initial Capital Contribution
Insolvency Event
Law
Managing Partner
Material Breach
Net Income
Net Loss
Partnership
Partnership Interest
Partnership Property
Partner
Partnership Share
Permitted Transfer
Profit and Loss
Related Party
Reserved Matters
Share Transfer
Subsidiary
Tag-Along Rights
Transfer Notice
Valuation Date
Voting Rights
Capital Contributions
Share Allocation
Profit and Loss Distribution
Management Rights
Voting Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Capital Calls
Withdrawal Rights
Admission of New Partners
Books and Records
Confidentiality
Non-Competition
Representations and Warranties
Default Events
Dispute Resolution
Amendment Procedures
Term and Termination
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Governing Law
Partnership Meetings
Decision Making
Distribution Policy
Exit Rights
Death or Incapacity
Intellectual Property
Valuation
Insurance
Indemnification
Professional Services
Real Estate
Investment Management
Technology
Healthcare
Manufacturing
Retail
Construction
Consulting
Agriculture
Entertainment
Hospitality
Legal Services
Financial Services
Legal
Finance
Corporate Governance
Compliance
Tax
Executive Leadership
Business Development
Partnership Management
Investment
Corporate Affairs
Managing Partner
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Counsel
Corporate Attorney
Business Development Manager
Partnership Manager
Compliance Officer
Tax Director
Investment Manager
Business Owner
Entrepreneur
Corporate Secretary
Managing Director
Finance Director
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